UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
E*Trade Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
269246104
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the reminder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 6 pages
CUSIP NO. 269246104 13G
1. Name of Reporting Person General Atlantic Partners II,
S.S. or I.R.S. Identifica- L.P.
tion No. of Above Person
2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3. S.E.C. Use Only
4. Citizenship or Place of Organization Delaware
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 6,872,580
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 6,872,580
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,872,580
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented by Amount in Row 9 22.9%
12. Type of Reporting Person PN
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Page 3 of 6 pages
CUSIP NO. 269246104 13G
1. Name of Reporting Person GAP Coninvestment
S.S. or I.R.S. Identifica- Partners, L.P.
tion No. of Above Person
2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3. S.E.C. Use Only
4. Citizenship or Place of Organization New York
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 6,872,580
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 6,872,580
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,872,580
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented by Amount in Row 9 22.9%
12. Type of Reporting Person PN
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Page 4 of 6 pages
CUSIP No. 269246104
Item 1. (a) Name of Issuer
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E*Trade Group, Inc.
(b) Address of Issuer's Principal Executive Offices
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Four Embarcadero Place
2400 Geng Road
Palo Alto, CA 94303
Item 2. (a) Names of Persons Filing
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General Atlantic Partners II, L.P. ("GAP II")
GAP Coinvestment Partners, L.P. ("GAPCO" and, together with
GAP II, the "Reporting Persons")
(b) Address of Principal Business Office
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c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06830
(c) Citizenship
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GAP II -- Delaware
GAPCO -- New York
(d) Title of Class of Securities
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Common Stock, par value $.01 per share (the "Shares")
(e) CUSIP Number
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269246104
Item 3. This statement is not filed pursuant to either Rule 13d-1(b) or
13d- 2(b).
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Page 5 of 6 pages
CUSIP No. 269246104
Item 4. As of December 31, 1996, GAP II and GAPCO owned of record
6,030,120 Shares and 842,460 Shares, respectively, or 20.1% and
2.8%, respectively, of the issued and outstanding Shares. The
general partner of GAP is General Atlantic Partners, LLC, a
Delaware limited liability company ("GAP"). The managing members of
GAP II are Steven A. Denning, David C. Hodgson, Stephen P.
Reynolds, J. Michael Cline, William O. Grabe and William E. Ford
(collectively, the "GAP Managing Members"). The GAP Managing
Members are the general partners of GAPCO. By virtue of the fact
that the GAP Managing Members are also the general partners
authorized and empowered to vote and dispose of the securities held
by GAPCO, the Reporting Persons may be deemed to share voting power
and the power to direct the disposition of the Shares which each of
them owns of record. Accordingly, as of December 31, 1996, each of
the Reporting Persons may be deemed to own beneficially an
aggregate of 6,872,580 Shares or 22.9% of the issued and
outstanding Shares. Each of the Reporting Persons has the shared
power to direct the vote and the shared power to direct the
disposition of the 6,872,580 Shares that may be deemed to be owned
beneficially by each of them. In addition, Richard Braddock, a
director of E*Trade Group, Inc., is a consultant to GAP.
Item 5. Ownership of Five Percent or Less of a Class
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Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
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See Item 4.
Item 7. Identification and Classification of Subsidiary Which Acquired the
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Security Being Reported on By the Parent Holding Company
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Not applicable.
Item 8. Identification and Classification of Members of the Group
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See Item 4.
Item 9. Notice of Dissolution of Group
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Not applicable.
Item 10. Certification
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Not applicable.
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Page 6 of 6 pages
CUSIP No. 269246104
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
GENERAL ATLANTIC PARTNERS II, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC
its General Partner
By: /s/ Stephen P. Reynolds
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Stephen P. Reynolds,
a Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Stephen P. Reynolds
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Stephen P. Reynolds
General Partner
